NUAI (NUAI) Chief Corporate Officer receives 400,000-share equity grant

Rhea-AI Filing Summary

CASAZZA ANDREW F reported acquisition or exercise transactions in this Form 4 filing.

New ERA Energy & Digital, Inc.’s Chief Corporate Officer Andrew F. Casazza reported receiving a grant of 400,000 shares of common stock as equity compensation. The Form 4 shows this as an award (code A), with a price of $0.00 per share.

The award represents restricted stock units that vest in equal monthly installments over four years, starting on April 28, 2026, as long as he remains employed by the company through each vesting date. Following this grant, he holds 400,000 common shares directly.

The filing notes that the transaction occurred on April 28, 2026 but was reported late because of a delay in issuing EDGAR access codes.

Insights

Equity Compensation Analyst

Routine RSU-style grant to senior officer, compensation-related and not a market trade.

The Form 4 shows Chief Corporate Officer Andrew F. Casazza acquiring 400,000 shares of common stock via a grant coded as an award, at $0.00 per share. This is compensation rather than an open‑market purchase or sale, so it carries limited trading signal.

The footnotes clarify these are effectively restricted stock units vesting monthly over four years from April 28, 2026, contingent on continued employment. That structure is typical for long‑term incentives, linking retention to equity vesting while spreading recognized ownership over time.

The filing also explains the event was reported late due to delayed EDGAR access codes. This frames the timing issue as an administrative matter. Overall, the disclosure mainly updates Casazza’s equity position and does not by itself indicate a change in the company’s operating outlook.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CASAZZA ANDREW F

Role Chief Corporate Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	400,000	$0.00	--

Holdings After Transaction: Common Stock — 400,000 shares (Direct)

Footnotes (1)

1. The transaction reported herein occurred on April 28, 2026 and was not timely reported due to a delay in the issuance of EDGAR access codes. Restricted stock units granted to the reporting person that vest in equal installments on the first business day of each calendar month beginning on April 28, 2026 over a period of four years, subject to the reporting person's continued employment with the Issuer from the grant date through each such vesting date.

Key Figures

Shares granted: 400,000 shares Price per share: $0.00 per share Shares held after grant: 400,000 shares +3 more

6 metrics

Shares granted 400,000 shares Equity award on April 28, 2026

Price per share $0.00 per share Grant valuation on award

Shares held after grant 400,000 shares Direct ownership following transaction

Vesting period Four years Monthly vesting starting April 28, 2026

Transaction code A (award/acquisition) Indicates grant, not market trade

Reporting delay reason EDGAR access code delay Explained in footnote F1

Key Terms

restricted stock units, vest, EDGAR access codes, Grant, award, or other acquisition

4 terms

restricted stock units financial

"Restricted stock units granted to the reporting person that vest in equal installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vest financial

"that vest in equal installments on the first business day of each calendar month"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

EDGAR access codes regulatory

"was not timely reported due to a delay in the issuance of EDGAR access codes"

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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Available on EDGAR 07/08/2026 - 07:41 PM Accepted by SEC EDGAR 07/08/2026 - 07:40 PM Learn about SEC filing dates

FAQ

What did NUAI’s Chief Corporate Officer report in this Form 4?

Andrew F. Casazza reported receiving a grant of 400,000 shares of New ERA Energy & Digital, Inc. common stock. The award was recorded at $0.00 per share and reflects equity compensation rather than an open-market transaction, increasing his directly held position to 400,000 shares.

Is the NUAI Form 4 transaction a stock purchase or a grant?

The Form 4 for NUAI shows a grant or award, not a market purchase. Transaction code A and a price of $0.00 per share indicate equity compensation granted by the company, classified as an acquisition rather than a buy in the open market.

How do the NUAI restricted stock units for Andrew Casazza vest?

The restricted stock units granted to Andrew Casazza vest in equal installments each month. Vesting starts on April 28, 2026 and continues over four years, as long as he remains employed by New ERA Energy & Digital, Inc. through each monthly vesting date.

How many NUAI shares does Andrew Casazza hold after this Form 4?

After this reported grant, Andrew Casazza holds 400,000 shares of New ERA Energy & Digital, Inc. common stock directly. This total reflects the full award disclosed in the transaction and establishes his updated ownership position following the compensation grant.

Why was the NUAI Form 4 for Andrew Casazza filed late?

The Form 4 explains that the April 28, 2026 transaction was not reported on time due to a delay in the issuance of EDGAR access codes. This reason is explicitly cited in a footnote as the cause for the late reporting of the equity grant.

Does the NUAI Form 4 indicate any stock sales by Andrew Casazza?

No stock sales are reported in this Form 4 for Andrew Casazza. The filing lists only an acquisition via a grant coded as A, with no sell transactions, tax-withholding dispositions, or derivative exercises disclosed for the reported date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CASAZZA ANDREW F

(Last) (First) (Middle)

200 N. LORAINE STREET

SUITE 1324

(Street)

MIDLAND TEXAS 79701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
New ERA Energy & Digital, Inc. [ NUAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Corporate Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/28/2026(1)		A		400,000	A	$0(2)	400,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported herein occurred on April 28, 2026 and was not timely reported due to a delay in the issuance of EDGAR access codes.

2. Restricted stock units granted to the reporting person that vest in equal installments on the first business day of each calendar month beginning on April 28, 2026 over a period of four years, subject to the reporting person's continued employment with the Issuer from the grant date through each such vesting date.

	/s/ Charles Nelson, Attorney-in-Fact for Andrew Casazza	07/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)